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Exhibit 11
DECHERT LETTERHEAD
December 19, 2000
Scudder International Fund, Inc.
on behalf of
Scudder Pacific Opportunities Fund
345 Park Avenue
New York, New York 10154
Dear Sirs:
We have acted as counsel to Scudder International Fund, Inc., a Maryland
corporation (the "Corporation"), and we have a general familiarity with the
Corporation's business operations, practices and procedures. You have asked for
our opinion regarding the issuance of Class A, Class B and Class C shares of
capital stock by the Corporation in connection with the acquisition by Scudder
Pacific Opportunities Fund, a series of the Corporation, of the assets of Kemper
Asian Growth Fund, the only active series of Kemper Asian Growth Fund, which
shares are registered on a Form N-14 Registration Statement (the "Registration
Statement") filed by the Corporation with the Securities and Exchange
Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various corporate
records of the Corporation and such other instruments, documents and records as
we have deemed necessary in order to render this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents examined by us
and the correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the Class A,
Class B and Class C shares of capital stock of the Corporation being registered
under the Securities Act of 1933 in the Registration Statement will be legally
and validly issued, fully paid and non-assessable by the Corporation, upon
transfer of the assets of Kemper Asian Growth Fund pursuant to the terms of the
Agreement and Plan of Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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